Termination Clause Example with 2,481 Variations from Business Contracts

This page contains Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii)... a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. View More
Found in Pactiv Evergreen Inc. contract

Variations of a "Termination" Clause from Business Contracts

Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Representatives Company prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 7(i), 7(j), or 7(k) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 28 11. Reimbursement of Underwriters' Expenses. If (a) the Comp...any shall fail to tender the Stock for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement (other than Sections 7(k)(i)(A), (k)(ii), (k)(iii) or (k)(iv)), the Company if, after will reimburse the execution Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and delivery disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by Stock, and upon demand the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in full amount thereof to the judgment Representatives; provided, however, that such obligations of the Representatives, Company pursuant to clause (a) hereof shall not extend to a defaulting Underwriter. If this Agreement is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement terminated pursuant to Section 9 by reason of the Representatives, impracticable default of one or inadvisable more Underwriters, the Company shall not be obligated to proceed with the offer, sale or delivery reimburse any defaulting Underwriter on account of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. those expenses. View More
Found in Enviva Partners, LP contract
Termination. The If any one or more of the Underwriters shall fail or refuse to purchase the Corporate Units which it or they have agreed to purchase hereunder, and the number of Corporate Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Corporate Units to be purchased on the applicable Closing Date, then the other Underwriters shall be obligated severally in the proportions that the number of Corporate Units... set forth opposite their respective names in Schedule I bears to the aggregate underwriting obligations of all non-defaulting Underwriters, or in such other proportions as the Underwriters may terminate specify, to purchase the Corporate Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any Underwriter or Underwriters shall so fail or refuse to purchase Corporate Units and the aggregate number of Corporate Units with respect to which such default occurs is more than one-tenth of the aggregate number of Corporate Units to be purchased on the applicable Closing Date and arrangements satisfactory to the Underwriters and the Company for the purchase of such Corporate Units are not made within 36 hours after such default, this Agreement by notice given by will terminate without liability on the part of any non-defaulting Underwriter (except as provided in Sections 6(h) and 9) or of the Company (except as provided in Sections 6(c) and 9). In any such case not involving a termination, either the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange the right to postpone the relevant Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any over-the-counter market, (iii) other documents or arrangements may be effected. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 19 11. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a material disruption Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in securities settlement, payment or clearance services in under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States shall have occurred, (iv) or a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment state of the Representatives, United States. (b) In the event that any Underwriter that is material and adverse and which, singly a Covered Entity or together with any other event specified in a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this clause (v), makes it, in Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the reasonable judgement U.S. Special Resolution Regime if this Agreement were governed by the laws of the Representatives, impracticable United States or inadvisable to proceed with the offer, sale or delivery a state of the Securities on United States. (c) For purposes of this Section 11, (i) the terms term "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) the manner contemplated term "Covered Entity" means any of the following: (1) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (2) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (3) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) the Registration Statement, term "Default Rights" has the General Disclosure Package meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) the Final Prospectus. term "U.S Special Resolution Regime" means each of (1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (2) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More
Found in Dominion Energy contract
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representative by notice given to and received by the Representatives Company and the Selling Stockholders prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 9(n), 9(o) and 9(p) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 32 13. Reimbursement of Underwriter...s' Expenses. If (a) the Company or any Selling Stockholder shall fail to tender the Stock for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement, the Company if, after and the execution Selling Stockholders will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and delivery disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and prior the proposed purchase of the Stock, and upon demand the Company and the Selling Stockholders shall pay the full amount thereof to the Closing Date, (i) trading generally shall have been suspended Representative. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 11 by reason of the default of one or materially limited on, more Underwriters or by, the purchase of the Stock is not consummated as a result of the case may be, occurrence of any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading events described in Section 9(p) (other than the occurrence of any securities issued or guaranteed by an event described in Section 9(p)(i)(B)), neither the Company nor any Selling Stockholder shall have been suspended be obligated to reimburse any defaulting Underwriter on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation account of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. those expenses. View More
Found in Rice Energy Inc. contract
Termination. The If any one or more of the Underwriters shall fail or refuse to purchase the Shares which it or they have agreed to purchase hereunder, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the Shares, then the other Underwriters shall be obligated severally in the proportions which the number of Shares set forth opposite their respective names in Schedule I bears to the aggregate underwritin...g obligations of all non-defaulting Underwriters, or in such other proportions as the Underwriters may terminate specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any Underwriter or Underwriters shall so fail or refuse to purchase Shares and the number of Shares with respect to which such default occurs is more than one-tenth of the Shares and arrangements satisfactory to the Underwriters and the Company for the purchase of such Shares are not made within 36 hours after such default, this Agreement by notice given by will terminate without liability on the part of any non-defaulting Underwriter (except as provided in Sections 6(h) and 9) or of the Company (except as provided in Sections 6(c) and 9). In any such case not involving a termination, either the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any over-the-counter market, (iii) other documents or arrangements may be effected. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 15 11. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a material disruption Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in securities settlement, payment or clearance services in under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States shall have occurred, (iv) or a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment state of the Representatives, United States. (b) In the event that any Underwriter that is material and adverse and which, singly a Covered Entity or together with any other event specified in a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this clause (v), makes it, in Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the reasonable judgement U.S. Special Resolution Regime if this Agreement were governed by the laws of the Representatives, impracticable United States or inadvisable to proceed with the offer, sale or delivery a state of the Securities on United States. (c) For purposes of this Section 11, (i) the terms term "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) the manner contemplated term "Covered Entity" means any of the following: (1) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (2) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (3) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) the Registration Statement, term "Default Rights" has the General Disclosure Package meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) the Final Prospectus. term "U.S. Special Resolution Regime" means each of (1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (2) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More
Found in Dominion Energy contract
Termination. The If any one or more of the Underwriters shall fail or refuse to purchase the Senior Notes which it or they have agreed to purchase hereunder, and the aggregate principal amount of the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Senior Notes, then the other Underwriters shall be obligated severally in the proportions which the principal amount of the Senior Notes set ...forth opposite their respective names in Schedule I bears to the aggregate underwriting obligations of all non-defaulting Underwriters, or in such other proportions as the Underwriters may terminate specify, to purchase the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any Underwriter or Underwriters shall so fail or refuse to purchase Senior Notes and the aggregate principal amount of the Senior Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Senior Notes and arrangements satisfactory to the Underwriters and the Company for the purchase of such Senior Notes are not made within 36 hours after such default, this Agreement by notice given by will terminate without liability on the part of any non-defaulting Underwriter (except as provided in Sections 6(h) and 9) or of the Company (except as provided in Sections 6(c) and 9). In any such case not involving a termination, either the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any over-the-counter market, (iii) a material disruption other documents or arrangements may be effected. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in securities settlement, payment respect of any default of such Underwriter under this Agreement. 15 11. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or clearance services contained in certificates of officers of the United States Company submitted pursuant hereto shall have occurred, (iv) a general moratorium remain operative and in full force and effect regardless of any investigation made by or on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred behalf of any outbreak or escalation of hostilities, Underwriter or any change in financial markets controlling person of any Underwriter, or any calamity by or crisis that, in the judgment on behalf of the Representatives, is material Company, and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or shall survive delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. Senior Notes. View More
Found in Dominion Energy contract
Termination. The If any one or more of the Underwriters shall fail or refuse to purchase the Senior Notes which it or they have agreed to purchase hereunder, and the aggregate principal amount of the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Senior Notes, then the other Underwriters shall be obligated severally in the proportions which the principal amount of the Senior Notes set ...forth opposite their respective names in Schedule I bears to the aggregate underwriting obligations of all non-defaulting Underwriters, or in such other proportions as the Underwriters may terminate specify, to purchase the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any Underwriter or Underwriters shall so fail or refuse to purchase Senior Notes and the aggregate principal amount of the Senior Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Senior Notes and arrangements satisfactory to the Underwriters and the Company for the purchase of such Senior Notes are not made within 36 hours after such default, this Agreement by notice given by will terminate without liability on the part of any non-defaulting Underwriter (except as provided in Sections 6(h) and 9) or of the Company (except as provided in Sections 6(c) and 9). In any such case not involving a termination, either the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any over-the-counter market, (iii) other documents or arrangements may be effected. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 15 11. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a material disruption Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in securities settlement, payment or clearance services in under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States shall have occurred, (iv) or a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment state of the Representatives, United States. (b) In the event that any Underwriter that is material and adverse and which, singly a Covered Entity or together with any other event specified in a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this clause (v), makes it, in Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the reasonable judgement U.S. Special Resolution Regime if this Agreement were governed by the laws of the Representatives, impracticable United States or inadvisable to proceed with the offer, sale or delivery a state of the Securities on United States. (c) For purposes of this Section 11, (i) the terms term "BHC Act Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) the manner contemplated term "Covered Entity" means any of the following: (1) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (2) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (3) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) the Registration Statement, term "Default Rights" has the General Disclosure Package meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) the Final Prospectus. term "U.S. Special Resolution Regime" means each of (1) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (2) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. View More
Found in 5 Contracts from Dominion Energy
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Representatives Company and the Selling Stockholder prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Section 8(l) and 8(n) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 33 12. Reimbursement of Underwriters' Expe...nses. If (a) the Selling Stockholder shall fail to tender the Stock for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement, the Company if, after will reimburse the execution Underwriters for all reasonable and delivery documented out-of-pocket expenses (including fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by Stock, and upon demand the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 10 by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, neither the Company nor the Selling Stockholder shall not be obligated to reimburse any other event specified in this clause (v), makes it, in the reasonable judgement defaulting Underwriter on account of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. those expenses. View More
Found in Sun Country Airlines Holdings, Inc. contract
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representative by notice given to and received by the Representatives Company prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 7(j) and 7(k) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 31 11. Reimbursement of Underwriters' Expenses. If (a) the Company sha...ll fail to tender the Stock for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement, the Company if, after will reimburse the execution Underwriters for all reasonable out-of-pocket expenses (including fees and delivery disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by Stock, and upon demand the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared full amount thereof to the Representative. If this Agreement is terminated pursuant to Section 9 by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in the reasonable judgement defaulting Underwriter on account of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. those expenses. View More
Found in BioXcel Therapeutics, Inc. contract
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Representatives Company prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 7(i), 7(j) and 7(k) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason expressly permitted under this Agreement. 30 11. Reimbursement of Underwriters' Expenses. If (a...) the Company shall fail to tender the Stock for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Stock for any reason expressly permitted under this Agreement, the Company if, after will reimburse the execution Underwriters for all reasonable out-of-pocket expenses (including reasonable and delivery documented fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by Stock, and upon demand the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 9 by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in the reasonable judgement defaulting Underwriter on account of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. those expenses. View More
Found in TETRAPHASE PHARMACEUTICALS INC contract
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representative by notice given to and received by the Representatives Company prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections 7(j) and 7(k) shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement. 39 11. Reimbursement of Underwriters' Expenses. If (a) the Company sha...ll fail to tender the Units for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, the Company if, after will reimburse the execution Underwriters for all reasonable out-of-pocket expenses (including fees and delivery disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by Units, and upon demand the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared full amount thereof to the Representative. If this Agreement is terminated pursuant to Section 9 by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in the reasonable judgement defaulting Underwriter on account of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. those expenses. View More
Found in Pegasus Digital Mobility Acquisition Corp. contract